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                                                                    Exhibit 11.1

               ELSCINT LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES


                                 ELSCINT LTD.'S
                       CODE OF ETHICS AND BUSINESS CONDUCT
                   FOR DIRECTORS, OFFICERS AND OTHER EMPLOYEES

1.    Preamble - General:

      This Code of Ethics and Business Conduct (the "CODE") applies to Elscint
      Ltd. and all and any direct and indirect, wholly owned subsidiaries
      ("SUBSIDIARIES"), (together referred to herein as the "COMPANY") and sets
      forth our Company's policies regarding ethical business conduct and
      principles guiding the activities of our directors, officers and other
      employees. The purpose of this Code is to promote a culture of honesty,
      integrity and respect for law and the people with whom we work.

      The Company puts great emphasis on ensuring professional business conduct
      and ethical behavior by its directors, officers and other employees. We
      expect each Member to use sound judgment to help us maintain appropriate
      compliance procedures and to carry out our business in compliance with
      laws and high ethical standards. Each Member of our Company is expected to
      read this Code and demonstrate personal commitment to the standards set
      forth in this Code. Our officers and other supervising employees are
      expected to be leaders in demonstrating this personal commitment to the
      standards outlined in this Code and recognizing indications of illegal or
      improper conduct.

      All Members are expected to report appropriately any indications of
      illegal or improper conduct.

      Any Member who does not comply with the standards set forth in this Code
      may be subject to discipline in light of the nature of the violation,
      including termination of employment or other service with the Company.

      While the Company acknowledges that it is not possible to reduce into
      writing all illegal or improper act or practice, by adopting this Code, it
      endeavors to set forth the core requirements for its directors, officers
      and other employees of the ethical and professional behavior expected and
      required from them.

2.    Definitions:

      In this Code, unless context otherwise requires:

      2.1   MEMBER shall mean the Company's principal executive officer,
            principal financial officer, principal accounting officer or
            controller or persons performing similar functions, as well as all
            other directors, officers and employees of the Company;

      2.2   CONFIDENTIAL INFORMATION shall mean non public information
            concerning the Company or concerning third parties with whom the
            Company does business.

      2.3   DESIGNATED PERSON shall mean a person designated by the Board of
            Directors to receive information regarding Violations or potential
            Violations in accordance with Article 9 below. The Designated Person
            elected by the Company's Board of Directors is the Company's General
            Counsel who can be reached at ADDRESS: 13 Mozes St., Tel Aviv.
            97442, Israel EMAIL, mlavine@europe-israel.com TEL+972-3-6086001 FAX
            +972-3-6910120

      2.4   THE COMPANY'S GUIDELINES FOR INTERNAL DISCLOSURE OF INFORMATION
            shall mean a set of guidelines to be adopted by the Company under
            Section 302 and 404 of the Law.


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               ELSCINT LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES


      2.5   SEC shall mean the US Securities and Exchange Commission.

      2.6   BUSINESS COURTESY shall mean any gift, benefit, advantage, bribe or
            gain, whether in money, goods, service or otherwise, provided to or
            received by a Member;

      2.7   ARTICLES OF ASSOCIATION shall mean the Memorandum and Articles of
            Association of the Company as amended from time to time;

      2.8   SEXUAL HARASSMENT ACT shall mean the Sexual Harassment Prevention
            Act of 1998;

      2.9   LAW shall mean the Sarbanes Oxley Act 2002;

3.    Honesty and Ethical Conduct; General Standards:

      Each Member shall at all times act honestly, ethically and in compliance
      with law in every aspect of their relationship with the Company, its
      business, assets and operations.

      Members should conduct themselves in a manner that, if their conduct were
      fully disclosed, the conduct would not detract from the Company's
      reputation or public goodwill or expose the Company to criticism or
      liability for failure to comply with applicable law or to practice
      principles of sound corporate governance.

      Members shall act in good faith, responsibly, with due care, prudence and
      diligence and shall strive to foster a Company culture of honesty,
      integrity and accountability.

      Members shall be accountable for their compliance with this Code.

4.    Conflict of Interests:

      We expect all Members to avoid allowing their private interests to
      interfere, or appear to interfere, with the interests of our Company as a
      whole. Each Member shall be under a duty to the Company, to act in a bona
      fide manner for the benefit thereof, and inter alia:

      4.1   Promptly disclose to the Company any personal interest such Member
            may have in a proposed or other transaction of the Company including
            the nature of such conflict of interest;

      4.2   Refrain from any act or omission which may give rise to any conflict
            of interests between the Member's private interest or interest of a
            family relative and the interest of the Company, including, without
            limitation, attempting to give or steer Company's business
            transactions to companies in which a family relative has a financial
            or other interest unless such transaction has been disclosed to the
            Designated Person or any member of the Company's Audit Committee and
            the appropriate approvals of our Company have been obtained;

      4.3   Refrain from any act or omission, which may result in a competition
            with the business of the Company. Without limiting the foregoing,
            refrain from using trade secrets and other nonpublic know-how and
            information learned at our Company in activities outside our Company
            or in other ways that could harm our business;

      4.4   Refrain from any act or omission which may adversely affect such
            Member's ability to perform his or her Company's duties objectively
            and effectively.

      4.5   Refrain from taking any advantage of any business opportunity that
            such Member learns through its employment or association with the



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               ELSCINT LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES


            Company with the purpose of benefiting such Member or any third
            party;

      4.6   Refrain from using corporate property, information or position for
            personal gain;

      4.7   Refrain from accepting or presenting any Business Courtesy, except
            directors compensation fees as approved by the Company's general
            meeting and/or Articles of Association. These prohibitions do not
            apply to items of truly nominal value such as generally free
            promotional items, assuming these items are not otherwise prohibited
            by applicable law or custom. Members should never accept anything
            that would appear to create a conflict of interest.

      4.8   Promptly disclose to the Company all and any information or document
            which such Member receives in his or her capacity as a Member, and
            which concerns the Company, in any manner whatever.

      In addition to the above, Members are expected to comply with any other
      corporate policies of the Company in effect from time to time.

5.    Insider Trading and Confidentiality; Accuracy of Records and Reporting:

      5.1   Each Member shall be prohibited from using Confidential Information
            for such Member's own benefit or disclosing it to any third party
            for their improper use. Each Member's personal securities
            transactions shall be conducted in consistency with this Code and
            the relevant applicable laws and regulations and in such a manner so
            as to avoid any actual or potential conflict of interest, the
            appearance of conflict of interest, or any abuse of such Member's
            position of trust and responsibility within the Company.

      5.2   In addition, applicable securities rules also prohibit selective
            disclosure of Confidential Information to those outside the Company
            in most circumstances. Therefore, all Members are expected to assist
            the Company in keeping all Confidential Information strictly
            confidential unless and until our Company makes an authorized press
            release or other authorized public communication or filing.

      5.3   Our policy is to provide public dissemination of material
            information about our business only through our employees authorized
            for this purpose. Employees are not under any circumstance to
            discuss our Company's financial, business or other information with
            the press (except for those employees expressly authorized for this
            purpose) or on any Internet or other "discussion board," "chat
            room," or similar forum. Requests from the media, analysts or
            stockholders about our company must be forwarded to our Chief
            Executive Officer or Chief Financial Officer for review by our
            professional staff having responsibility for these matters.

      5.4   Members are expected to follow and support the effectiveness of the
            Company's disclosure controls and procedures outlined in THE
            COMPANY'S GUIDELINES FOR INTERNAL DISCLOSURE OF INFORMATION and
            ensure full, fair, accurate, timely and understandable disclosure in
            the Company's reports and documents that it files with, or submits
            to any official or governmental authority including to the SEC and
            in other public communications made by the Company.

6.    Prevention of Sexual Harassment

      Members shall adhere to the provisions of the Sexual Harassment Act and
      shall not harass, sexually or otherwise, any other person.


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               ELSCINT LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES


      The Company shall issue Sexual Harassment Prohibition Policy to which all
      Members shall adhere and be bound by.

7.    Fair Dealing

      Members shall deal fairly with the Company's customers, suppliers,
      competitors and employees. None should take unfair advantage of anyone
      through manipulation, concealment, abuse of privileged information,
      misrepresentation of material facts, or any other unfair-dealing practice.

8.    Protection and proper use of Company assets

      Members shall protect the Company's assets and ensure their efficient use.
      Theft, carelessness and waste have a direct impact on the Company's
      profitability. All Company assets should be used for legitimate business
      purposes.

9.    Waivers

      Any waiver of any provision of this Code for any Member must be approved,
      if at all, in advance by the Board of Directors of the Company. Any such
      waivers granted which are required to be disclosed by applicable law will
      be publicly disclosed in the Company's Annual Report on Form 20F.

10.   Whistleblower Policy - Reporting of illegal or unethical behavior:

      10.1  If you wish to report or discuss any problem concerning our Company
            or any violation or apparent or possible violation of any law,
            regulation or this Code, including accounting, internal accounting
            controls, or auditing matters relating to our Company ("VIOLATION"),
            please promptly inform your supervising manager or report the matter
            to the Designated Person or any Director or Officer ("Addressee").
            Any such Addressee, to whom a Violation is reported, other than the
            Company's General Counsel, shall immediately report same to the
            Company's General Counsel. If you wish to communicate any matter
            anonymously, you are free to do so, by mailing in writing without
            indicating your name or address to the Designated Person marking the
            envelope "Personal & Confidential". These reports will be received
            by the Designated Person and handled in accordance with the
            procedures for investigating and resolving concerns outlined below
            under the heading "Enforcement".

      10.2  Reports shall be treated confidentially, except as necessary to
            conduct the investigation and take any remedial action, in
            accordance with applicable law.

      10.3  Members shall be under no obligation to follow a directive, which,
            if followed, may result in a possible or apparent fraud or
            Violation.

      10.4  Members shall be obliged to assist in an investigation or any other
            proceedings regarding any Violation in good faith.

      10.5  No Member will be subject to retaliation by the Company for
            reporting good faith concerns to the Company and for the bona fide
            execution of the provisions of this Article 9. In addition, the
            Company may not discharge or otherwise discriminate in any manner
            against, or threaten or harass, a Member for any lawful act by the
            Member to provide information or assist in an investigation by the
            Company or any other governmental authority or agency, of any
            Violation.


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               ELSCINT LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES


      10.6  It is a violation of the Company's standards for any Member to
            communicate a report claiming a Violation, which report the Member
            knows to be false.

11.   Enforcement:

      11.1  The Designated Person will make a report to the Chairman of the
            Audit Committee, at each Board of Directors meeting or once per
            calendar quarter if no Board meeting is held during the quarter, of
            all reports of possible Violations received or any other matter
            disclosed to the Designated Person in terms of Article 9 above,
            which constitutes illegal or unethical behavior, the status of the
            initial investigation, the Designated Person's recommendation for
            further investigation and/or action, and the basis for the
            Designated Person's recommendation. In determining illegal or
            unethical behavior, the Designated Person may consult with any
            internal or external legal or other advisors. Reports of possible
            Violations or illegal or unethical behavior will be initially
            investigated by the Designated Person. The Designated Person may, in
            his discretion, include other employees and/or management (not
            including those named in the report of possible Violation or illegal
            or unethical behavior) to assist in the investigation. Upon
            completion of the initial investigation, the Designated Person will
            make a determination whether further investigation and/or action is
            required. If the Designated Person believes further investigation
            and/or action is required, the Designated Person will immediately
            forward the report and the results of the initial investigation to
            the Chairman of the Audit Committee. The Audit Committee may, in its
            discretion, assume responsibility for evaluating any possible
            Violation or illegal or unethical behavior (even those deemed to
            require no further investigation and/or action by the Designated
            Person) and directing or conducting any investigation or may
            delegate any portion of such responsibility to the Board of
            Directors, another committee, the Designated Person or another
            person or entity. If the Audit Committee chooses to assume
            responsibility for evaluating any possible Violation or illegal or
            unethical behavior or directing or conducting any investigation
            where the investigation concerns a possible Violation or illegal or
            unethical behavior by a member of the Board of Directors, the Audit
            Committee shall not delegate such investigation to the Board of
            Directors or any other committee but shall itself, not including
            that member, assume such responsibility. The Audit Committee shall
            have the authority to engage independent counsel and other advisers,
            as it deems necessary, to assist in its investigation and decision
            process.

      11.2  After conducting the investigation, the results will be evaluated
            and the Company shall authorize such swift response, follow-up and
            preventive actions, if any, as are deemed necessary and appropriate
            to address the substance of the reported possible Violation or
            illegal or unethical behavior. The Company reserves the right to
            take whatever action it believes appropriate, up to and including
            discharge of any employee determined to have engaged in improper
            conduct or termination of any services provided by any Member to the
            Company.

12.   Compliance with Laws

      12.1  All Members must respect and obey both the letter and the spirit of
            the laws of the countries in which we operate. Members have no


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               ELSCINT LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES


            mandate to contravene any law or regulation on behalf of the
            Company.

      12.2  Ignorance of the law is no excuse. Thus, Members should become
            familiar with the applicable laws and regulations that apply to the
            nature of their work or function. Although not all Members are
            expected to be experts in these laws, it is important to know enough
            to determine when to seek advice from supervisors, managers or other
            appropriate personnel.

13.   Review:

      The Company's Designated Person shall annually review this Code and
      suggest to the Company's Board of Directors, any amendments, corrections
      or additions thereto ("AMENDMENTS"). Any such Amendments shall be brought
      to the approval of the Board of Directors at its meeting called for the
      approval of the Company's relevant Annual Financial Statement.

14.   Implementation:

      Members are expected to read and understand this Code, uphold these
      standards in a day-to-day activities and comply with all applicable
      policies, procedures and laws.

15.   Reservation and Conflicts:

      15.1  This Code shall not replace or be construed as undermining in any
            manner any provision, order, instruction, regulation, section or
            article of any law, regulation or directive ("Regulatory
            Provision"), to which any Member and/or the Company is subject.

      15.2  In the event of any conflict or discrepancy between the provisions
            of this Code and any Regulatory Provision, the Member is strictly
            instructed to follow the provisions of Article 8 of this Code.

16.   General:

      16.1  This Code may be modified, substituted or amended from time to time,
            by the Company.

      16.2  This Code may not be construed as unilaterally substituting or
            altering any employment agreement with any employee of the Company.

      16.3  This Code shall in no event be construed as allowing, conferring or
            in any way granting any rights of any kind to any a third party
            beneficiary, whether intended or incidental, and it is not intended
            for the benefit of any person or entity except the Company.

      16.4  Please sign the acknowledgment form at the end of this Code of
            Ethics and Business Conduct and return the signed form to the
            Company's Human Resources Department indicating that you have
            received, read, understand and agree to comply with this Code.


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               ELSCINT LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES


Approved by the Board of                     Signature:
Directors of
Elscint Ltd. on:           _______________                _______________

Amended on:                                  Signature:
                           _______________                _______________

Amended on:                                  Signature:
                           _______________                _______________


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               ELSCINT LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES


                            ACKNOWLEDGMENT OF RECEIPT
                     OF CODE OF ETHICS AND BUSINESS CONDUCT

I have received and read the Code of Ethics and Business Conduct (the "CODE OF
ETHICS") of Elscint Ltd. and all and any direct and indirect, wholly owned
subsidiaries, (collectively, the "COMPANY"). I understand the standards and
policies contained in the Code of Ethics and understand that there may be
additional policies or laws specific to my job. I further agree to comply with
the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics does not
constitute or give rise to a contract of employment or a guarantee or promise of
any kind.

If I have questions concerning the meaning or application of the Code of Ethics,
and of the Company's policies, or the legal and regulatory requirements
applicable to my job, I understand that I can consult my manager or the
Designated Person or the Company's General Counsel, knowing that my questions or
reports to these persons will be maintained in confidence unless disclosure is
required by law, regulation or any competent authority.


____________________________________
Employee Name

____________________________________
Signature

____________________________________
Date

Please sign and return this form to the Company's Human Resources Department


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